Annual election votes

Started by DennisG7 • 7 replies • 202 views

💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

⚡ Takes 30 seconds

Already a member? Log in

DennisG7 (Georgia)
Posts: 155

Posted:

In about 6 weeks we will hold our annual member meeting and election for our Board. Last year our annual meeting had a total of 9 members show up to the meeting and to cast votes. Including votes delivered to the management company we had only 27 votes cast out of a membership of 189. Since the total number of votes and the 25% quorum was far less then needed we could not conduct the annual meeting or count votes. I'm wondering if this decision was legal and appropriate?
Dennis G7

TerriS6 (California)
Posts: 3,284

Posted:

Your governing documents should define the requirements.

CathyA3 (Ohio)
Posts: 6,299

Posted:

If you did not achieve quorum (total votes were approximately 14.3% of the membership), then the *usual* procedure is to adjourn the meeting once it was clear you did not have quorum and to re-schedule (with possibly a lower quorum requirement). I said that this is the "usual" procedure, but your state and your community may have different requirements.

What are your quorum requirements? Under 15% is pretty low, but my community is at 20% so it's not totally out of the question. If your quorum is low (eg. 10%), then the vote was valid. If it wasn't, then the board members who were serving at the time typically remain until a valid election can be held. An experienced manager should know these things and should have said "whoa" when it was clear that you didn't have the numbers to hold a valid meeting.

Prior to trying again, I recommend educating your current "board" as well as a the community manager on proper election procedures. You should be familiar with your bylaws as well as state law governing your type of community association. Some states distinguish between condos and HOAs, some lump them together.

TimB4 (Tennessee)
Posts: 21,061

Posted:

Dennis,

Expecting that your Association is incorporated as a nonprofit (most are, but check to be sure) I offer the following:

In accordance with GA code, 14-3-722, "(a) Members entitled to vote may take action at a meeting on a matter only if a quorum of those members exists with respect to that matter."

If a quorum is not achieved, there is no requirement to adjourn and reconvene at a later time/date/place to achieve a quorum. It is an option, not a requirement. Some Associations will go ahead and adjourn to a later date/time, other Associations will not.

If there is no quorum, there can be no vote. Per GA Code, 14-3-805, "(d) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated, or appointed . . ." which simply means that those currently serving on the Board will continue to serve until they resign or there is a general membership meeting that meets quorum and votes can be cast.

You can look up GA codes on LexisNexis

DeanJ
Posts: 1,786

Posted:

For an annual meeting, the first order of business is satisfy a quorum is present. The second order of business is to satisfy the meeting notice requirement.

If either does not meet the requirements of the CC&Rs, the annual meeting is adjourned. If a subsequent meeting is desired, it should be called as a special meeting.

Usually any open board seats are filed at the descretion of the board for an unspecified term that ends when there is an election at an annual or special meeting.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

In our case, open board seats are filled until the end of the term of the seat being filled regardless of when an election is held.

DeanJ
Posts: 1,786

Posted:

Quote:

Posted By JohnC46 on 10/14/2024 11:26 PM
In our case, open board seats are filled until the end of the term of the seat being filled regardless of when an election is held.

There are HOAs that do this, but I believe your HOA’s attorney would advise they are only appointed until the next election.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By DeanJ on 10/14/2024 11:38 PM

Posted By JohnC46 on 10/14/2024 11:26 PM
In our case, open board seats are filled until the end of the term of the seat being filled regardless of when an election is held.

There are HOAs that do this, but I believe your HOA’s attorney would advise they are only appointed until the next election.

Serving only until the next election is incompatible with staggered terms. If we tried it, we would quickly find ourselves in a position where we would be violating one of the two relevant requirements in our bylaws.

I can go though an example if someone wants to see where things go off the rails if an appointed director serves only until the next annual meeting in a community with staggered terms.

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

✓ Ask follow-up questions
✓ Share your experience
✓ Get expert advice
✓ Access 350,000 discussions

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here